MarineMax (NYSE: HZO) agrees to $1.5B all-cash sale at 96% premium

Rhea-AI Filing Summary

MarineMax, Inc. will be acquired by SHM Holdco, LLC, an affiliate of Safe Harbor Marinas and Blackstone Infrastructure, under a definitive Agreement and Plan of Merger. MarineMax shareholders will receive $53.00 in cash per share of common stock at closing, valuing the transaction at approximately $1.5 billion.

At the effective time, each outstanding share (other than those held by MarineMax or the buyer group) will convert into the cash Merger Consideration, and outstanding stock options, RSUs and PSUs will be cashed out based on the $53.00 price, subject to option strike prices and award terms. Equity awards granted after signing convert into deferred cash awards that vest on their original schedules. The deal requires approval by a majority of voting shares, expiration or termination of antitrust waiting periods, and other customary conditions; it is not subject to a financing condition, with Blackstone Infrastructure providing an equity commitment.

The merger agreement includes non-solicitation covenants, a framework for considering any Superior Proposal, and a cash Company Termination Fee of $31,650,000 payable to the buyer in specified circumstances. If completed, MarineMax common stock will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Positive

• All-cash sale at a substantial premium: shareholders are expected to receive $53.00 per share, implying an approximately $1.5 billion enterprise value.
• Large premium to prior trading levels: the offer reflects a 96% premium to the $27.03 closing price on January 30, 2026, and a 110% premium to the 90‑day VWAP.

Negative

• Transaction completion risk: closing depends on shareholder approval and multiple regulatory clearances, with the possibility the merger may not be completed.
• Significant termination fee: MarineMax may owe a cash Company Termination Fee of $31,650,000 to the buyer in several change-of‑recommendation or competing‑bid scenarios.

Filing Explained

The merger agreement ends MarineMax’s employee stock purchase plan after its current offering period on September 30, 2026; participants may continue that period, but no new offering period will begin.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Merger Consideration per Share: $53.00 per share Enterprise Value: $1.5 billion Premium to Jan. 30, 2026 Price: 96% +4 more

7 metrics

Merger Consideration per Share $53.00 per share Cash consideration for each share of MarineMax common stock at the Effective Time

Enterprise Value $1.5 billion Approximate enterprise value of the all-cash transaction

Premium to Jan. 30, 2026 Price 96% Premium to the $27.03 closing share price on January 30, 2026

Premium to 90-day VWAP 110% Premium to the 90-day volume weighted average price for the period ended January 30, 2026

Reference Share Price $27.03 per share MarineMax closing share price on January 30, 2026, before public proposal

Company Termination Fee $31,650,000 Cash fee payable by MarineMax to Parent upon specified termination events

Outside Date May 9, 2027 Initial deadline to close, extendable by up to two three-month periods

Key Terms

Merger Consideration, Superior Proposal, Company Termination Fee, Intervening Event, +1 more

5 terms

Merger Consideration financial

"the Merger Consideration to be paid to holders of common stock"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Superior Proposal financial

"such a proposal, a “Superior Proposal” and (b) that the failure"

A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.

Company Termination Fee financial

"the Company will be required to pay Parent a termination fee of $31,650,000 in cash (the “Company Termination Fee”)"

Intervening Event financial

"was neither known to, nor reasonably foreseeable by, the Board as of the date of the Merger Agreement (an “Intervening Event”)"

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did MarineMax (HZO) announce with Safe Harbor and Blackstone Infrastructure?

MarineMax agreed to be acquired by SHM Holdco, an affiliate of Safe Harbor Marinas and Blackstone Infrastructure. The merger will take MarineMax private, with shareholders receiving an all‑cash payment per share at closing, subject to customary shareholder and regulatory approvals.

How much will MarineMax (HZO) shareholders receive per share in the merger?

Shareholders are expected to receive $53.00 in cash per share of MarineMax common stock. This reflects an enterprise value of about $1.5 billion and delivers sizeable premiums versus both the prior closing share price and the 90‑day volume‑weighted average price.

What premium does the $53.00 offer represent for MarineMax (HZO) investors?

The $53.00 per share offer represents a 96% premium to MarineMax’s $27.03 closing price on January 30, 2026, and a 110% premium to its 90‑day volume‑weighted average price for the period ended that date, according to the disclosure.

What are the key conditions to closing the MarineMax (HZO) merger?

Completion requires a majority shareholder vote approving the merger, expiration or termination of Hart‑Scott‑Rodino and other antitrust and foreign investment waiting periods, absence of prohibitive legal restraints, and each party’s representations, warranties and covenants meeting specified standards at closing.

Is the MarineMax (HZO) merger subject to financing conditions?

The buyer’s obligation to close is not subject to a financing condition. Blackstone Infrastructure has provided an equity commitment to fund the Merger Consideration, required debt repayment or refinancing, and related fees and expenses, on terms described in an equity commitment letter.

What termination fee applies if MarineMax (HZO) accepts a superior proposal?

If MarineMax changes its recommendation or terminates the agreement to enter a Superior Proposal, or in certain competing‑bid scenarios, it must pay the buyer a $31,650,000 cash Company Termination Fee, as detailed in the merger agreement’s termination provisions.

MARINEMAX INC false 0001057060 0001057060 2026-08-09 2026-08-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 9, 2026

MarineMax, Inc.

(Exact name of registrant as specified in its charter)

Florida		1-14173		59-3496957
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

501 Brooker Creek Boulevard Oldsmar, Florida		34677
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (727) 531-1700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		HZO		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

The Merger Agreement

On August 9, 2026, MarineMax, Inc., a Florida corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, SHM Holdco, LLC, a Delaware limited liability company (“Parent”), and Intrepid Holdco, Inc., a Florida corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of Safe Harbor Marinas, LLC (“Safe Harbor Marinas”), a portfolio company of Blackstone Infrastructure Partners L.P. (“Blackstone Infrastructure”). Pursuant to the Merger Agreement and in accordance with the Florida Business Corporation Act, Merger Sub will be merged with and into the Company (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.

The Merger Agreement was entered into following a strategic review process directed by the Company’s board of directors (the “Board”). The Board, at a meeting duly called and held, unanimously (i) determined that the Merger Agreement and the Transactions are in the best interests of the Company and its shareholders and declared it advisable that the Company enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder and the consummation of the Transactions, and (iii) resolved to recommend that the shareholders of the Company entitled to cast votes on such a proposal adopt and approve the Merger Agreement. In connection with its evaluation of the Merger, the Board received the opinion of Wells Fargo Securities, LLC to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, matters considered and limitations set forth therein, the Merger Consideration to be paid to holders of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”), (other than shares of Company Common Stock held in treasury or owned by Parent or Merger Sub) is fair, from a financial point of view, to such holders.

Merger Consideration

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held by the Company or owned, directly or indirectly, by Parent or Merger Sub) will be converted automatically into the right to receive an amount in cash equal to $53.00 per share, without interest (the “Merger Consideration”).

Treatment of Equity Awards

Pursuant to the Merger Agreement and among other items set forth therein, except as set forth in the Company Disclosure Letter, at the Effective Time:

(i) each option to purchase shares of Company Common Stock (“Company Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (x) the number of then-remaining shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option; provided that, if a Company Option has a per share exercise price equal to or greater than the Merger Consideration, it will be canceled without consideration and will be of no further force and effect;

(ii) each award of restricted stock units of the Company that was not granted subject to performance-based vesting conditions (“Company RSU”) that is outstanding (whether unvested or vested but unpaid) immediately prior to the Effective Time will be canceled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (x) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time and (y) the Merger Consideration; and

(iii) each award of restricted stock units of the Company that was granted subject to performance-based vesting conditions (“Company PSU”) that is outstanding (whether unvested or vested but unpaid) immediately prior to the Effective Time will be canceled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (x) the number of shares of Company Common Stock subject to such Company PSU and (y) the Merger Consideration, with the number of shares of Company Common Stock subject to any Company PSU for which the performance period has not been completed as of the Effective Time deemed achieved at the target level of performance.

Notwithstanding anything to the contrary in the foregoing, each Company equity-based award granted on or after the date of the Merger Agreement but prior to the Effective Time, will not accelerate vesting at the Closing but will instead, as of the Effective Time, be converted into a cash long-term incentive award representing the right to receive a lump sum cash payment, without interest, equal to the product of (x) the number of shares of Company Common Stock subject to such equity-based award immediately prior to the Effective Time and (y) the Merger Consideration (a “Deferred Cash Award Amount”), which Deferred Cash Award Amount will continue to vest in accordance with its original vesting and payment terms, and will provide for accelerated vesting upon the employee’s termination of employment by the Company without Cause (as such term is defined in the Company’s 2021 Stock-Based Compensation Plan) following the Effective Time or upon the employee’s termination as a result of death.

Pursuant to the Merger Agreement, the Company’s Amended 2008 Employee Stock Purchase Plan (the “Company ESPP”) will be terminated as of the last day of the current offering period, which will end on September 30, 2026. As a consequence, no new offering period will commence following such date. Participants with respect to the offering period currently in process will continue to participate in the Company ESPP in accordance with its terms as of the date of the Merger Agreement.

Closing Conditions

Consummation of the Merger is subject to the satisfaction or waiver of various customary closing conditions, including, but not limited to: (i) adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the votes entitled to be cast by the holders of shares of Company Common Stock entitled to vote thereon (the “Company Shareholder Approval”); (ii) the absence of any law or judgment by any governmental authority of competent jurisdiction that enjoins, restrains or otherwise makes illegal, prevents or prohibits consummation of the Merger (collectively, “Restraints”); (iii) the expiration or early termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of certain other governmental approvals or clearances required to be obtained for the consummation of the Merger under certain applicable foreign antitrust and foreign direct investment laws; and (iv) other customary closing conditions, including (a) each party’s representations and warranties being true and correct, subject to certain customary qualifications and (b) each party’s compliance with or performance of, in all material respects, its obligations under the Merger Agreement. The obligations of Parent and Merger Sub to consummate the Merger are not subject to any financing condition.

Restrictions on The Company’s Ability to Solicit and Negotiate Alternative Acquisition Proposals

Pursuant to the Merger Agreement, the Company has agreed not to, among other items and subject to certain exceptions set out in the Merger Agreement, (i) initiate, solicit, propose, knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to any proposal or offer to acquire 20% or more of the assets or voting power of the Company (a “Takeover Proposal”) or any proposal, inquiry or offer that would reasonably be expected to lead to a Takeover Proposal, (ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to the Company’s business, assets, personnel, properties, books and records or any confidential information or data, in each case, with the intent to induce the making, submission or announcement of, or to knowingly encourage or facilitate, any proposal or offer that constitutes or that would reasonably be expected to lead to any Takeover Proposal, (iii) approve, endorse or recommend any Takeover Proposal or propose publicly to do so, (iv) approve, recommend, execute or enter into any letter of intent, memorandum of understanding, agreement in principle, confidentiality agreement (other than an Acceptable Confidentiality Agreement), merger agreement, acquisition agreement, or other similar contract or agreement for or relating to any Takeover Proposal, or (v) resolve, commit or agree to do any of the foregoing. Prior to obtaining the Company Shareholder Approval, the Company must notify Parent within one business day if the Company receives an inquiry, proposal, offer or request for information that constitutes or would reasonably be expected to lead to a Takeover Proposal. If the Company receives a bona fide Takeover Proposal that did not result from a material breach of the Company’s non-solicitation obligations under the Merger Agreement and that the Board or a committee thereof determines in good faith, after consultation with its financial advisor and outside legal counsel, (a) constitutes or would reasonably be expected to lead to a Takeover Proposal for 60% or more of the assets or voting power of Company that (x) would be more favorable to the Company’s shareholders from a financial point of view, and (y) would reasonably be expected to be completed, taking into account all legal, regulatory, financial, financing and other aspects of such proposal and of the Merger Agreement considered relevant by the Board or any duly authorized committee thereof (such a proposal, a “Superior Proposal”) and (b) that the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law, then the Company may enter into an acceptable confidentiality agreement and engage in discussions or negotiations with such third party.

Prior to obtaining the Company Shareholder Approval, subject to satisfaction of certain conditions and under the circumstances specified in the Merger Agreement, the Board may: (i) in response to an event, occurrence, change, effect, condition, development or state of facts or circumstances (other than related to a Takeover Proposal or Superior Proposal or any proposal that constitutes or would reasonably be expected to lead to a Takeover Proposal or Superior Proposal) that materially improves the business, assets, operations or prospects of the Company and its subsidiaries, and was neither known to, nor reasonably foreseeable by, the Board as of the date of the Merger Agreement (an “Intervening Event”), withhold or withdraw (or amend, qualify or modify in a manner adverse to Parent or Merger Sub) the Board’s recommendation that the Company’s shareholders vote to adopt and approve the Merger Agreement (an “Adverse Recommendation Change”) or (ii) in response to a bona fide, unsolicited Takeover Proposal that the Board or a committee thereof determines in good faith constitutes a Superior Proposal, make an Adverse Recommendation Change or cause the Company to enter into a definitive agreement providing for such Superior Proposal and terminate the Merger Agreement, in each case, so long as the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law, subject to complying with notice and other specified conditions of the Merger Agreement, including customary match rights of Parent, and, in the case of a termination of the Merger Agreement to enter into a definitive agreement providing for a Superior Proposal, payment by the Company of the Company Termination Fee described below.

The Merger Agreement also provides that the Company, on the one hand, or Parent and Merger Sub, on the other hand, may specifically enforce the obligations under the Merger Agreement, including each party’s obligation to consummate the Merger if the conditions set forth in the Merger Agreement are otherwise satisfied. Except in the case of Willful Breach or Fraud, the aggregate liability of the Company for monetary damages under the Merger Agreement is capped at an amount equal to the Company Termination Fee.

Financing

Parent has obtained an equity commitment for the purpose of financing the Transactions. Blackstone Infrastructure has committed to capitalize Parent at the closing of the Merger on the terms and subject to the conditions set forth in the equity commitment letter delivered by Blackstone Infrastructure, in the amount necessary to consummate the Merger on the terms contemplated by the Merger Agreement and to make all payments required to be made by Parent and Merger Sub pursuant to the terms of the Merger Agreement, including, among other things, payment of the Merger Consideration, the repayment or refinancing of any indebtedness required as a result of the Merger, and any and all fees, expenses and other amounts payable in connection with the Merger and the other Transactions. The Company is an express third party beneficiary of the equity commitment letter and is entitled to enforce the investment commitment, on the terms and subject to the conditions set forth therein. Parent may also seek to obtain debt financing in connection with the Transactions, on the terms and subject to the conditions described in the Merger Agreement.

Termination and Fees

The Merger Agreement contains certain termination rights for each of the Company and Parent, including the right of either party to terminate the Merger Agreement, subject to certain exceptions, if: (i) the Merger is not completed by May 9, 2027 (the date that is nine months following the date of the Merger Agreement), subject to two automatic extensions of three months each (up to a maximum of fifteen months following the date of the Merger Agreement) under certain circumstances for the purpose of obtaining certain regulatory approvals (such date, as it may be extended, the “Outside Date”), so long as a material breach by the terminating party of any of its representations and warranties or its failure to perform any of its material obligations under the Merger Agreement was not the principal cause of, and has not principally resulted in, the failure of the Merger to be consummated by the Outside Date; (ii) any Restraint is in effect and has become final and non-appealable, so long as a breach by the terminating party of any of its representations and warranties or its failure to perform any of its obligations under the Merger Agreement was not the principal cause of, and has not principally resulted in, such final and non-appealable Restraint; or (iii) the Company Shareholders’ Meeting (including any adjournments or postponements thereof) at which a vote on the adoption of the Merger Agreement was taken has concluded and the Company Shareholder Approval has not been obtained, provided that the Company cannot terminate the Merger Agreement for a failure to obtain the Company Shareholder Approval if the Company’s action or failure to act (which action or failure to act constitutes a breach by the Company of the Merger Agreement) has been the principal cause of, or principally resulted in, the failure to obtain the Company Shareholder Approval.

Parent can also terminate the Merger Agreement: (i) if the Company’s representations or warranties are untrue or incorrect or the Company fails to perform any of its covenants or agreements set forth in the Merger Agreement, which untruth, incorrectness or failure to perform (a) would give rise to a failure of certain conditions to closing and (b) is incapable of being cured or, if capable of being cured by the Outside Date, is not cured within thirty calendar days following receipt by the Company of written notice from Parent of such untruth, incorrectness or failure to perform; or (ii) prior to receipt of the Company Shareholder Approval, if the Board makes an Adverse Recommendation Change.

The Company can also terminate the Merger Agreement: (i) if Parent’s or Merger Sub’s representations or warranties are untrue or incorrect or Parent or Merger Sub fails to perform any of its covenants or agreements set forth in the Merger Agreement, which untruth, incorrectness or failure to perform (a) would give rise to a failure of certain conditions to closing and (b) is incapable of being cured or, if capable of being cured by the Outside Date, is not cured within thirty calendar days following receipt by Parent of written notice from the Company of such untruth, incorrectness or failure to perform; or (ii) prior to receipt of the Company Shareholder Approval, in order to enter into a definitive agreement providing for a Superior Proposal, provided that prior to or concurrently with such termination the Company pays or causes to be paid the Company Termination Fee described below to the extent due and payable pursuant to the terms of the Merger Agreement.

Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $31,650,000 in cash (the “Company Termination Fee”). These circumstances include termination of the Merger Agreement (i) by Parent following an Adverse Recommendation Change, (ii) by the Company in order to enter into a definitive agreement providing for a Superior Proposal, (iii) by the Company or Parent, due to the Company Shareholder Approval not being obtained following a bona fide Takeover Proposal that was publicly made or communicated to the Board or the Company’s management and that was not publicly withdrawn prior to the date which is three business days before the date of the Company Shareholders’ Meeting if, within 12 months of termination, the Company enters into a definitive agreement with respect to a Takeover Proposal (that is subsequently consummated) or otherwise consummates a Takeover Proposal, or (iv) by Parent due to certain uncured breaches of the Merger Agreement by the Company following a public, bona fide Takeover Proposal if, within 12 months after termination, the Company enters into a definitive agreement with respect to a Takeover Proposal (that is subsequently consummated) or otherwise consummates a Takeover Proposal.

Other Terms of the Merger Agreement

The Merger Agreement contains customary representations and warranties of the Company, Parent, and Merger Sub relating to their respective businesses and the Transactions, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of the Company, including, subject to certain exceptions, covenants requiring the Company to, among other things, (i) use its commercially reasonable efforts to carry on its business in all material respects in the ordinary course of business and (ii) refrain from taking certain actions during the period between the date of the Merger Agreement and the Effective Time, in each case, without Parent’s written consent (which will not be unreasonably withheld, delayed or conditioned). The Merger Agreement also contains certain covenants of Parent and Merger Sub, including restrictions on Parent’s ability prior to the Effective Time to initiate, solicit, propose, knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to, a post-closing transaction to sell, divest, transfer or otherwise dispose of any business, assets, properties, product lines, programs, projects or equity interests of the Company or any of its subsidiaries.

In addition, subject to the terms of the Merger Agreement, the Company, Parent and Merger Sub are required to use reasonable best efforts to consummate the Transactions and obtain all consents, approvals, licenses, permits, authorizations, exemptions, clearances, orders, confirmations, waivers and other similar grants of authority or right from any governmental authority or third party necessary, proper or advisable to consummate the Transactions, subject to specified limitations.

If the Transactions are consummated, the Company Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be a complete description thereof and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Parent, Merger Sub, the Company or their respective subsidiaries and affiliates. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specified dates. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement, are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement, and are qualified by various standards of materiality. Investors are not third-party beneficiaries of the representations and warranties under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Parent, Merger Sub, the Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 7.01. Regulation FD Disclosure.

On August 10, 2026, Safe Harbor Marinas and the Company issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the U.S. Securities and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.

Forward-Looking Statements

This report may contain forward-looking statements including, among other things, statements regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; the prospective performance and outlook of the Company’s business and opportunities; as well as any assumptions underlying any of the foregoing. When used in this report, or any other documents, words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast,” “goal,” “objective,” “plan,” “project,” “seek,” “strategy,” “target” and similar expressions should be considered forward-looking statements made in good faith by the Company or Parent, as applicable. These forward-looking statements are based on the beliefs and assumptions of management of the applicable party at the time that these statements were prepared and are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: (i) the ability to obtain the requisite approval of the proposed transaction from shareholders of the Company; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all, or that the expected benefits of the proposed transaction may not be realized on the timeline contemplated or at all; (iii) the possibility that competing offers or acquisition proposals for the Company will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive certain required regulatory approvals from applicable governmental authorities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement with respect to the proposed transaction, including in circumstances that would require the Company to pay a termination fee or other

expenses; (vi) the effect of the pendency of the proposed transaction on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, vendors and others with whom it does business, its business generally or its stock price; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations or the loss of one or more members of its management team; (viii) the risk that shareholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) market risks such as interest rate risk and foreign currency exchange rate risk; (x) economic and industry conditions and corresponding effects on consumer behavior and the Company’s operating results; (xi) environmental conditions, tariffs and their potential impacts on the Company’s operations and the broader economy; (xii) inclement weather and the Company’s ability to mitigate impacts of adverse weather conditions through geographic diversity; (xiii) the Company’s future estimates, assumptions and judgments, including statements regarding whether such estimates, assumptions and judgments could have a material adverse effect on the Company’s operating results; (xiv) the impact of the Company’s core strengths and retailing strategies on the Company’s growth and earnings potential; and (xv) the seasonality and cyclicality of the Company’s business and the effect of such seasonality and cyclicality on its financial results and inventory levels. Further information on risks that could affect the Company’s results is included in its filings with the SEC, including its most recent Quarterly Report on Form 10-Q and its Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and any current reports on Form 8-K that it may file from time to time. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. Except as required by applicable law, the Company and Parent each assume no obligation to, and do not currently intend to, update or supplement any such forward-looking statements to reflect actual results, new information, future events, changes in their expectations or other circumstances that exist after the date of this report.

Additional Information and Where to Find It

This report may be deemed to be solicitation material in respect of the proposed transaction involving the Company and Safe Harbor. In connection with the proposed transaction, the Company intends to file with the SEC and furnish to shareholders a proxy statement seeking Company shareholder approval of the proposed transaction. This report is not a substitute for the proxy statement or any other document that the Company may file with the SEC or send to its shareholders in connection with the proposed transaction. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The materials to be filed by the Company will be made available to the Company’s investors and shareholders at no expense to them and copies may be obtained free of charge on the Company’s website at https://investor.marinemax.com/overview/default.aspx. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Any vote at the Company’s shareholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the proxy statement relating to the proposed transaction.

Participants in the Solicitation

The Company and its directors, executive officers, other members of its management and its employees may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the proposed transaction under SEC rules. Information about the Company’s directors and executive officers is set forth under the captions “Proposal One–Election of Directors,” “Director Compensation,” “Corporate Governance,” “Security Ownership of Principal Shareholders, Directors, and Officers,” “Executive Compensation,” “Stock Vesting—Pay Versus Performance” and “Equity Compensation Plan Information” in the Definitive Proxy Statement for the Company’s 2026 annual meeting of shareholders, filed with the SEC on January 21, 2026 (available here), under the caption “Business—Executive Officers” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 17, 2025 (available here) and in the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2026 (available here). Additional information regarding ownership of the Company’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and 4. These documents may be obtained free of charge at the SEC’s website at www.sec.gov and on the Company’s website at https://investor.marinemax.com/overview/default.aspx.

Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s shareholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1		Agreement and Plan of Merger, dated August 9, 2026, by and among SHM Holdco, LLC, Intrepid Holdco, Inc., and MarineMax, Inc.*
99.1		Joint Press Release, dated August 10, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				MARINEMAX, INC.
Date: August 10, 2026				By:		/s/ William Brett McGill
						William Brett McGill
						Chief Executive Officer and President

Exhibit 99.1

MarineMax Enters into Definitive Agreement to be Acquired by Blackstone Infrastructure Portfolio Company, Safe Harbor,

in a $1.5 Billion All-Cash Transaction

MarineMax Shareholders to Receive $53.00 Per Share in Cash

Sale is Direct Outcome of Strategic Review Process Led by the MarineMax Board of Directors

OLDSMAR, Fla. and Dallas – (BUSINESS WIRE) – August 10, 2026 – MarineMax, Inc. (NYSE: HZO) (“MarineMax” or the “Company”), a marina operator, superyacht services company and boat and yacht retailer, and Safe Harbor Marinas (“Safe Harbor”), a marina and superyacht service business, today announced that they have entered into a definitive agreement, under which Safe Harbor will acquire all issued and outstanding shares of common stock of MarineMax for $53.00 per share in cash. The all-cash transaction represents an enterprise value of approximately $1.5 billion.

The purchase price represents a premium of 96% to MarineMax’s closing share price of $27.03 on January 30, 2026, the last trading day prior to public disclosure of an unsolicited non-binding proposal to acquire 100% of the Company, as well as a premium of 110% to the Company’s 90-day volume weighted average price for the period ended January 30, 2026.

The transaction is the culmination of a competitive strategic review process led by the Company’s Board of Directors (the “Board”) and management, with the assistance of the Company’s independent financial and legal advisors.

“We are pleased to have reached this agreement with Safe Harbor,” said Brett McGill, Chief Executive Officer and President of MarineMax. “Throughout this process, we have remained focused on maximizing value for our shareholders and positioning MarineMax for continued growth and success. I am proud of the strength of our differentiated, resilient and integrated model, loyal customer base, talented team and premium product portfolio. The scale of our combined platforms will help us enhance and expand our offerings, deepen our partner and customer relationships, and provide greater opportunities for our team.”

Baxter Underwood, Chief Executive Officer of Safe Harbor, said, “MarineMax has a talented team and deep relationships across the industry. By bringing together these two complementary businesses, we believe we can create greater value for boaters and an expanded service offering for the industry. We look forward to partnering with the MarineMax team to support their next chapter of growth.”

Rebecca White, Chairperson of the Board, added, “The transaction announced today is the result of careful consideration and negotiation by the Board and management. Following a thoughtful and comprehensive process, the Board unanimously concluded that this transaction is in the best interests of MarineMax and its shareholders, and that the transaction price represents compelling and certain value for MarineMax’s shares.”

Transaction Details

The transaction, which was unanimously approved by the Board, is expected to close by the end of the calendar year 2026, subject to customary closing conditions, including certain regulatory approvals and the approval of MarineMax’s shareholders. The Board recommends that MarineMax shareholders vote their shares in favor of the transaction at a special meeting of shareholders that will be held to vote on the transaction. The closing of the transaction is not subject to a financing condition.

If the transaction is completed, MarineMax would become a privately held company, and MarineMax’s common stock would no longer be listed on the New York Stock Exchange.

Additional information regarding the transaction will be filed by MarineMax with the U.S. Securities and Exchange Commission (“SEC”) in a Current Report on Form 8-K.

Advisors

Wells Fargo is serving as exclusive financial advisor and Sidley Austin LLP is serving as legal counsel to MarineMax.

Evercore is serving as exclusive financial advisor and Simpson Thacher & Bartlett LLP is serving as legal counsel to Safe Harbor.

About MarineMax

As a recreational boat and yacht retailer, marina operator and superyacht services company, MarineMax (NYSE: HZO) is United by Water. We have over 120 locations worldwide, including over 70 dealerships and 65 marina and storage facilities. Our integrated business includes IGY Marinas, which operates luxury marinas in yachting and sport fishing destinations around the world; Fraser Yachts Group and Northrop & Johnson, leading superyacht brokerage and luxury yacht services companies; Cruisers Yachts, one of the world’s premier manufacturers of premium sport yachts, motor yachts, and Aviara luxury dayboats; and Intrepid Powerboats, a premier manufacturer of powerboats. To enhance and simplify the customer experience, we provide financing and insurance services as well as leading digital technology products that connect boaters to a network of preferred marinas, dealers, and marine professionals through Boatyard and Boatzon. In addition, we operate MarineMax Vacations in Tortola, British Virgin Islands, which offers our charter vacation guests the luxury boating adventures of a lifetime. Land comprises 29% of the earth’s surface. We’re focused on the other 71%.

About Safe Harbor Marinas

Safe Harbor is a marina and superyacht service business. The company provides exceptional service and memorable experiences for the global boating community. Safe Harbor is a Blackstone Infrastructure portfolio company.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction involving MarineMax and Safe Harbor. In connection with the proposed transaction, MarineMax intends to file with the SEC and furnish to shareholders a proxy statement seeking MarineMax shareholder approval of the proposed transaction. This communication is not a substitute for the proxy statement or any other document that MarineMax may file with the SEC or send to its shareholders in connection with the proposed transaction.

INVESTORS AND SHAREHOLDERS OF MARINEMAX ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MARINEMAX AND THE PROPOSED TRANSACTION. The materials to be filed by MarineMax will be made available to MarineMax’s investors and shareholders at no expense to them and copies may be obtained free of charge on MarineMax’s website at https://investor.marinemax.com/overview/default.aspx. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Any vote at MarineMax’s shareholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the proxy statement relating to the proposed transaction.

Participants in the Solicitation

MarineMax and its directors, executive officers, other members of its management and its employees may be deemed to be participants in the solicitation of proxies of MarineMax’s shareholders in connection with the proposed transaction under SEC rules. Information about MarineMax’s directors and executive officers is set forth under the captions “Proposal One–Election of Directors,” “Director Compensation,” “Corporate Governance,” “Security Ownership of Principal Shareholders, Directors, and Officers,” “Compensation Discussion & Analysis,” “Executive Compensation,” “Stock Vesting—Pay Versus Performance,” “Certain Transactions and Relationships” and “Equity Compensation Plan Information” in the Definitive Proxy Statement for MarineMax’s 2026 annual meeting of shareholders, filed with the SEC on January 21, 2026 (available here), under the caption “Business—Executive Officers” in MarineMax’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November  17, 2025 (available here) and in MarineMax’s Current Report on Form 8-K, filed with the SEC on March 3, 2026 (available here). Additional information regarding ownership of MarineMax’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3 and 4. These documents may be obtained free of charge at the SEC’s website at www.sec.gov and on MarineMax’s website at https://investor.marinemax.com/overview/default.aspx. Information concerning the interests of MarineMax’s participants in the solicitation, which may, in some cases, be different than those of MarineMax’s shareholders generally, will be set forth in the proxy statement relating to the proposed transaction when it becomes available.

Forward-Looking Statements

This communication may contain forward-looking statements including, among other things, statements regarding the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; the prospective performance and outlook of MarineMax’s business and opportunities; as well as any assumptions underlying any of the foregoing. When used in this communication, or any other documents, words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast,” “goal,” “objective,” “plan,” “project,” “seek,” “strategy,” “target” and similar expressions should be considered forward-looking statements made in good faith by MarineMax or Safe Harbor, as applicable. These forward-looking statements are based on the beliefs and assumptions of management of the applicable party at the time that these statements were prepared and are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: (i) the ability to obtain the requisite

approval of the proposed transaction from shareholders of MarineMax; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all, or that the expected benefits of the proposed transaction may not be realized on the timeline contemplated or at all; (iii) the possibility that competing offers or acquisition proposals for MarineMax will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive certain required regulatory approvals from applicable governmental authorities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement with respect to the proposed transaction, including in circumstances that would require MarineMax to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on MarineMax’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, vendors and others with whom it does business, its business generally or its stock price; (vii) risks related to diverting management’s attention from MarineMax’s ongoing business operations or the loss of one or more members of its management team; (viii) the risk that shareholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) market risks such as interest rate risk and foreign currency exchange rate risk; (x) economic and industry conditions and corresponding effects on consumer behavior and MarineMax’s operating results; (xi) environmental conditions, tariffs and their potential impacts on MarineMax’s operations and the broader economy; (xii) inclement weather and MarineMax’s ability to mitigate impacts of adverse weather conditions through geographic diversity; (xiii) MarineMax’s future estimates, assumptions and judgments, including statements regarding whether such estimates, assumptions and judgments could have a material adverse effect on MarineMax’s operating results; (xiv) the impact of MarineMax’s core strengths and retailing strategies on MarineMax’s growth and earnings potential; and (xv) the seasonality and cyclicality of MarineMax’s business and the effect of such seasonality and cyclicality on its financial results and inventory levels. Further information on risks that could affect MarineMax’s results is included in its filings with the SEC, including its most recent Quarterly Report on Form 10-Q and its Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and any current reports on Form 8-K that it may file from time to time. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. Except as required by applicable law, MarineMax and Safe Harbor each assume no obligation to, and do not currently intend to, update or supplement any such forward-looking statements to reflect actual results, new information, future events, changes in their expectations or other circumstances that exist after the date of this communication.

Contacts

MarineMax

Mike McLamb

Chief Financial Officer

(727) 531-1700

Scott Solomon

Senior Vice President

Sharon Merrill Advisors

(857) 383-2409

HZO@investorrelations.com

Paul Caminiti / Delia Cannan

Reevemark

(212) 433-4600

MarineMax-Team@reevemark.com

Safe Harbor

media@shmarinas.com

Blackstone

Paula Chirhart

(347) 463-5453

Paula.Chirhart@blackstone.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 21.2 KB

Other Documents

• EX-2.1 EX-2.1 555.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB